Articles of Association

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Articles of Association commonly known as AOA is the legal document of the company. Just like the Memorandum of Association, AOA works as a company’s constitution.

Let’s understand the term in more detail:

  • Articles of Association includes the rules and protocols that manage the internal affairs of the company.
  • The Articles of Association governs the relationship between the company and its members and between all the members.
  • The obligations and rights of the directors and the shareholders are stated in the Articles of Association.
  • A copy of the document has to be wedged with the registrar of companies.
  • This is a public document, and anyone can examine it by paying an amount of fee either in the company or the registrar’s office.
  • Information related to voting rights of the shareholders, company meetings, the board of directors, etc. is specified in the AOA.
  • The methods that are to be used in achieving the day to day goals of the companies are outlined in the document, and it is used as a user guide.

Particulars included in the Articles of Association

  1. Number of shares and their value
  2. Preliminary contracts and how they are to be adopted
  3. Allocation of shares
  4. Issuing preference shares
  5. Calls on all the shares
  6. Right on shares
  7. Transfer of shares
  8. Relocation of shares
  9. Share forfeiture
  10. Capital alteration
  11. Buyback of shares
  12. Certification of shares
  13. Provisions related to converting the shares into stock
  14. Rules related to company meetings
  15. Minutes of the meetings
  16. Proxies
  17. Dematerialization
  18. Appointment of directors
  19. Duties and powers of directors
  20. Structure of audit committee
  21. Issuing debentures
  22. Details of company’s secretary, managing director and whole- time director
  23. Directors’ qualifications and salaries
  24. Election of chairman of the company and his voting rights
  25. Policies related to dividend
  26. Borrowing powers of the members of the company
  27. Accounts and auditing
  28. Winding up of the company
  29. Indemnity and security
  30. Capitalization of reserves

For the following companies, it is obligatory to have Articles of Association

  1. 1. Unlimited companies

In the case of unlimited companies, the information related to the number of registered members and the amount of share capital has to be disclosed in the Articles.

  1. Companies Limited by Guarantee

The number of members with the help of which the company is registered is stated in the Articles.

  1. 3. Private Companies Limited by Shares

In the case of private companies having a share capital, there is a restriction on transferring the shares, and the number of members is limited to 50 only. The company cannot invite the public for subscription of shares. All these provisions are stated in the Articles.

The scope of Articles of Association

In addition to the existing members, the new members who will be joining the company in the future will be bound by the Articles. Other members whom the Articles bind are inheritors, legal representatives and hires of members. The members get linked with the company from the day when they sign the document. The members of the company are expected to perform the duties and have some rights. In the same way, the company also have some responsibilities towards the members.

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